Spider Man: Shades of Scarlet
by The Masked MiSTier
Summary: UPDATED! Spider Man VS The Scarlet Spider! Please R&R! I'm begging!
1. Default Chapter

FADE IN:  
  
EXT. NEW YORK STREETS - NIGHT  
  
A young blonde girl, about nineteen, walks home alone, down  
the dark streets of Manhattan. She passes an alley way,  
looking around quickly, and picking up her pace. This is  
GWEN STACEY.  
  
GWEN  
Almost home, Gwen. Don't panic.  
Just keep walking.  
  
She passes the alley in a hurry. Four young PUNKS step out  
of the darkness. Punk #1 is smoking a cigarette. He drops it  
on the ground, grinds it out, and flicks out a switchblade.  
They follow Gwen.  
  
A SHADOW, hanging upside down, appears on the wall of the  
alley.  
  
Gwen hears the footsteps behind her. She looks over her  
shoulder and sees the punks walking behind her.  
  
PUNK #3  
Shit! She saw us!  
  
Gwen takes off running. The punks run too. They're faster  
than she is, and they quickly catch up, grabbing her, and  
pulling her into an alley where they slam her against the  
wall.  
  
PUNK #1  
Hey cutie. Where are you off too so  
fast?  
  
GWEN  
Let me go!  
  
She kicks, catching Punk #4 in the gut. Punk #2 backhands her.  
  
PUNK #2  
All your cries will do is make us  
gag you.  
  
PUNK #3  
Let her struggle. It makes it better.  
  
SPIDER MAN (OS)  
Did I catch you guys at a bad time?  
  
The punks spin. Spider Man is hanging upside down at the  
mouth of the alley.  
  
2.  
  
  
SPIDER MAN  
(waving)  
Hiya.  
  
PUNK #1  
It's the Spider! Waste him!  
  
The punks pull guns out of their waist bands and proceed to  
open up. Spider Man dodges the first two bullets and leaps  
onto a building, and webslings over the punks. They turn,  
but Spider Man webs their guns and yanks, pulling them away.  
  
SPIDER MAN  
Didn't your mothers ever tell you  
not to play with projectile weapons?  
  
He drops down onto the pavement.  
  
Gwen scrambles for the mouth of the alley and hides behind a  
dumpster.  
  
SPIDER MAN  
There. Now let's settle this like  
men.  
  
The punks spread out. Spider Man settles in for the fight,  
which consists of him standing there, arms crossed. Punk #3  
runs at him, but Spider Man ducks the punch, hits Punk #3 in  
the stomach, and throws him over his head. Punk #3 collides  
with the wall, slides down the wall and lands upside down,  
out cold.  
  
Punks #2 and 4 try a different tactic. They attack at once,  
Punk #2 swinging a chain.  
  
SPIDER MAN  
Ever heard of a fair fight?  
(beat)  
What am I talking about? I'm Spider  
Man!  
  
Spider Man rolls with a punch from Punk #4. Punk #4 looks at  
Spider Man.  
  
PUNK #4  
Why didn't you go down?  
  
SPIDER MAN  
Try hitting harder next time.  
  
Punk #4 tries to punch again but Spider Man grabs his fist  
and expertly throws him into the side of the dumpster. Gwen  
yelps.  
  
3.  
  
  
SPIDER MAN  
Sorry! My bad!  
  
Punk #2 swings the chain, but Spider Man blocks it with a  
forearm. It wraps around his wrist. He yanks and Punk #2  
flies toward him.  
  
Spider Man raises his fist and Punk #2 slams right into it.  
He's knocked out cold.  
  
Spider Man shakes his fist.  
  
SPIDER MAN  
That really hurt!  
  
Punk #1 approaches, twirling his switch blade.  
  
PUNK #1  
Not as much as this.  
  
He slashes at Spider Man. Spider Man backflips, but the tip  
of the blade slashes through the back of his thigh, cutting  
the costume, and cutting Spider Man's flesh.  
  
SLO - MO  
  
ECU OF THE CUT as a SINGLE DROP OF BLOOD falls to the ground.  
  
BACK TO SCENE  
  
Spider Man lands on a wall. Punk #1 slashes again, but  
Spider Man grabs his hand with some webbing. He leaps off  
the wall, catching Punk #1's legs in webs. He trips him and  
the punk lands hard, knocking himself out.  
  
Spider Man surveys his handy work and then webs the punks  
together, and leaves them stuck to the wall.  
  
SPIDER MAN  
This oughta be worth some money.  
Wonder how Jonah will spin this  
story?  
  
Gwen stands up from behind her hiding place. She walks  
toward Spider Man.  
  
GWEN  
Thank you.  
  
SPIDER MAN  
Not a problem for your friendly  
neighborhood Spider Man!  
  
4.  
  
  
He salutes and webslings off. Gwen watches him go and then  
leaves the alley.  
  
EXT. STACEY HOUSE - NIGHT  
  
Gwen walks up to her porch, unlocks the door and enters.  
  
INT. STACE HOUSE - FOYER  
  
Gwen closes the door.  
  
Captain George Stacey's voice calls from the living room.  
  
STACEY  
Gwen, that you?  
  
GWEN  
Yes. You'll never guess what  
happened to me tonight.  
  
She walks into the living room.  
  
CUT TO:  
  
EXT. EMPIRE STATE UNIVERSITY (ESU) CAMPUS - DAY  
  
PETER PARKER is walking across the campus toward the sience  
building in the distance.  
  
MARY JANE WATSON spots him.  
  
MARY JANE  
Peter! Hey Peter! Wait up!  
  
Peter turns to see Mary Jane running toward him.  
  
PETER  
Hiya MJ. What are you doing here?  
  
MARY JANE  
I enrolled. I finally swallowed my  
pride and signed up for some acting  
classes. I've decided to major in  
the Performing Arts.  
  
PETER  
That's great! What classes do you  
have?  
  
MARY JANE  
The usual: Drama, Film. What about  
you? Science major?  
  
5.  
  
  
PETER  
Was there every any doubt?  
  
MARY JANE  
What class do you have now?  
  
PETER  
Advanced Biology with Professor  
Miles Warren. He's great.  
  
They walk up to the Pefroming Arts building.  
  
MARY JANE  
Well, this is my stop. I'll see you  
around tiger.  
  
PETER  
Bye.  
  
She runs off to her building and Peter continues toward his.  
Peter spots Gwen Stacey walking along.  
  
PETER  
Hey Gwen!  
  
Gwen looks up.  
  
GWEN  
Hi Pete. Where're you going?  
  
PETER  
Advanced Bio, with Warren.  
  
GWEN  
Me too.  
  
PETER  
How was your night last night?  
  
GWEN  
I was attacked on the way home.  
  
Peter stops, looking at her with sincere concern.  
  
PETER  
What happened? Are you okay?  
  
GWEN  
Spider Man saved me. It was so cool!  
He just suddenly showed up and beat  
the crap out of them. It was pretty  
sweet.  
  
6.  
  
  
PETER  
Really? Is Spider Man really a  
menace then?  
  
GWEN  
In my opinion? Hell no.  
  
CUT TO:  
  
INT. PROFESSOR MILES WARREN'S OFFICE  
  
PROFESSOR MILES WARREN is sitting at his desk, reviewing a  
few notes when the phone rings. He hits the speaker phone.  
  
MILES  
Professor Warren.  
  
A voice on the other end.  
  
VOICE  
Good day, Professor Warren. I trust  
you recieved our special package.  
  
Miles sits up straight, and grabs the reciever, shutting off  
the speaker.  
  
MILES  
Yes. Yes I got it. That drop of  
blood is all we needed to clone  
Spider Man's abilities.  
  
INTERCUT WITH:  
  
INT. DARK ROOM  
  
A large massive man sits in a dark room. The shadow is  
holding a phone reciever to his ear.  
  
VOICE  
Is there a suitable carrier for the  
Spider powers?  
  
MILES  
I was able to get a genetic sample  
from the brightest student in my  
class. His name is Peter Parker.  
  
VOICE  
Can you make this clone  
indistinguishable from the original?  
  
7.  
  
  
MILES  
Through some genetic manipulation I  
should be able to make the clone  
physically different, yet  
genetically the same.  
  
VOICE  
Good.  
  
END INTERCUT  
  
MILES  
And Mister Fisk, I promise you that  
you will be able to program this  
clone however you deem necessary.  
(checks his watch)  
I must be going Mister Fisk. It's  
time for class.  
  
INT. DARK ROOM  
  
A small shaft of light illuminates the massive form of  
Wilson Fisk. He smiles.  
  
INT. BIOLOGY ROOM  
  
A "stadium seating" class room. Peter is in the seventh row,  
Gwen in the twelfth. Miles is walking around in front of a  
blackboard.  
  
MILES  
Tomorrow all of you will participate  
in the next lab. This lab is  
required. Failing it will make  
passing this class extremely  
difficult. We will be dissecting  
lizards, so gratiously donated by  
Doctor Curt Connors. So, be prepared!  
Class dismissed.  
  
CUT TO:  
  
INT. J. JONAH JAMESON'S OFFICE  
  
Peter is sitting in JJJ's office, watching patiently as the  
publisher of the Daily Bugle scans the photos of the fight  
at the beginning.  
  
8.  
  
  
JONAH  
Crap.  
(new picture)  
Crap.  
(new picture)  
Crap.  
(new picture)  
Mega crap.  
(new picture)  
Here we are! Great photo Parker.  
  
He spins it around to show Peter. It's a photo of Spider Man  
and the punks before the fight began with Spider Man hanging  
upside down and Gwen held against the wall.  
  
JONAH  
I have the perfect headline:  
'Spider Man Watches Gang Attack on  
Local Girl!' It'll be a money maker!  
  
PETER  
But Mr. Jameson, Spider Man didn't  
watch...  
  
JONAH  
I know that.  
  
PETER  
He saved that girl's life.  
  
JONAH  
(not paying attention)  
You don't say.  
  
PETER  
And you don't care do you?  
  
JONAH  
Not one ioda.  
(grabs a check, makes  
it out)  
Three hundred for the whole set.  
  
PETER  
Thank you Mr. Jameson.  
  
Jonah slides him the check. Peter grabs it.  
  
JONAH  
And hurry back. I enjoy debating  
Spider Man.  
  
PETER  
Well you're very good at it, sir.  
  
9.  
  
  
Peter walks out.  
  
INT. CLONING LABORATORY  
  
Miles Warren and Wilson Fisk enter the cloning lab by way of  
a double sliding door.  
  
MILES  
Again, I can't thank you enough  
Mister Fisk. This lab is  
unbelievable.  
  
FISK  
As the new chairman of the board at  
Oscorp, I have access to a great  
many things.  
(getting down to business)  
So, how is my clone doing.  
  
MILES  
See for yourself.  
  
He hits a button on a console and the large column in the  
center rotates to show a full fledge clone, shoulder length  
sandy blonde hair, sandy blonde goatee, nineteen years of age.  
  
FISK  
I take it Spider Man's DNA was  
mixed with Peter Parker's?  
  
MILES  
Yes Mister Fisk. I did that myself.  
  
FISK  
Good. I wouldn't trust anyone  
else's answer.  
(turns to look at Miles)  
How long until the mental  
programming is finished?  
  
MILES  
The finishing touches are being  
introduced now. He will be finished  
within the hour.  
  
FISK  
Any idea on a name?  
  
MILES  
I did some checking on Peter Parker.  
His uncle's name is Ben and his  
aunt's maiden name is Reilly. I  
call him Ben Reilly.  
  
10.  
  
  
FISK  
I want to see just what we're  
putting in his head.  
  
Miles gestures.  
  
MILES  
This way.  
  
He leads Fisk over to computer console. He hits a button and  
movies of the clone, his family, his friends, his life if he  
had one are displayed. Birthday parties, baseball games,  
soccor games, graduation from High School. Prom. Girlfriends,  
dates, kisses. Occassional R rated material.  
  
FISK  
Excellent. Show me the other, more  
darker images.  
  
MILES  
With pleasure. These are my favorite.  
  
FISK  
You are one warped individual,  
Professor Warren.  
  
Miles hits the button again, this time bringing up horrible  
images of Spider Man. A bus on it's way to a field trip is  
crossing a bridge when Spider Man appears, webs the entire  
front of the bus. The bus crashes into the side. Everyone  
inside is screaming. They head for the emergency door, but  
only the clone makes it out before Spider Man webs it closed.  
Spider Man web swings over, kicks the bus, and it falls. The  
clone watches.  
  
Another image: The clone and a date, sitting alone on a  
balcony. Spider Man appears and knocks the clone away,  
grabbing the girl and flinging her over the balcony.  
  
Another image: A fire! The clone is screaming, but can't get  
inside. Spider Man is preventing the fire officials from  
connecting their hoses to the fire hydrants by webbing the  
hydrants. The only audible sounds are:  
  
CLONE (VO)  
Mom! Dad! No...  
  
Fisk turns to Miles, a broad grin on his massive face.  
  
FISK  
I like it!  
  
11.  
  
  
MILES  
I knew you would. Now, if you will,  
the costume designs for our little  
clone.  
  
He leads Fisk over to another table where a sketch pad rests.  
Fisk picks it up and flips through it.  
  
MILES  
I designed these myself.  
  
Fisk flips through the thick sketch pad, passing a variety  
of Spider Man like costumes. He finally stops at one. It's a  
scarlet red, with large white eyes like on Spider Man's mask.  
It has wrist bands, ankle bands, and a blue sleeveless shirt  
with a black spider in the center.  
  
FISK  
This one. The color reminds me of  
scarlet blood being spilled.  
  
Miles regards the drawing.  
  
MILES  
My personal favorite. I call it The  
Scarlet Spider.  
  
FISK  
Again, Professor Warren, you cease  
to amaze me.  
  
MILES  
Excuse me for a moment, Mister Fisk.  
  
Miles checks the read outs on the cloning column. He turns  
to Fisk.  
  
MILES  
He's finished.  
  
FISK  
Already?  
  
MILES  
Yes sir.  
  
FISK  
Good.  
  
Miles works with the controls on the column. Finally the  
cloning nutrient bath is drained. The glass raises and the  
clone falls out of the tank. He coughs and takes his first  
breath. He looks up.  
  
12.  
  
  
BEN  
Where am I?  
  
Fisk tosses Ben a pair of black jeans and black T-shirt. He  
quickly slips them on.  
  
FISK  
You are in a sophisticated hospital  
room, Mister Reilly.  
  
Ben focuses on Fisk.  
  
BEN  
I know you.  
  
Fisk nods.  
  
FISK  
I saved you from Spider Man.  
  
Ben closes his eyes. Screams fade in, as if a bad memory is  
going through his head that isn't scene. They fade.  
  
BEN  
The fire. Spider Man let them burn!  
He killed my family!  
  
FISK  
Yes, he did. I was unable to save  
them. But I have given you the  
chance to get your vengence. I have  
given you the same abilities that  
Spider Man possess.  
  
Ben turns, spots an empty beaker on a table across the room,  
and touches his wrist with his middle and ring fingers. A  
web fires across the room, slamming into the beaker, smashing  
it against the wall.  
  
Miles' eyes widen.  
  
MILES  
He's so strong. I've never seen  
Spider Man's webs do that!  
  
FISK  
That's a good thing.  
  
BEN  
What do you want me to do?  
  
13.  
  
  
FISK  
I've gotten you a job at a local  
diner called the Moondance. Spider  
Man's closest friend works there.  
Use your power to destroy him,  
through her.  
  
Fisk holds up a picture of Mary Jane.  
  
FISK  
Mary Jane Watson.  
  
EXT. MOONDANCE - DAY  
  
Establishing.  
  
INT. MOONDANCE  
  
Sliverware clinks against plates, people chatter,  
conversations of people enjoying a quick lunch.  
  
Mary Jane hands over a glass of Dr. Pepper to Peter Parker,  
who's sitting at the counter on a stool.  
  
PETER  
So, how's business going?  
  
MARY JANE  
Slow. As it has all day.  
  
PETER  
Well that's good. At least it gives  
us time to talk.  
  
MARY JANE  
You got that right.  
  
Peter tosses down an issue of the Daily Bugle with the  
picture Jonah accepted from Peter.  
  
MARY JANE  
Jonah again, ay, tiger?  
  
PETER  
I still can't believe he used  
another one of my pictures to make  
Spider Man look like the bad guy  
_again_! I was there Mary Jane. He  
saved Gwen's life.  
  
MARY JANE  
I believe you. But controversy  
sells. Just look at Eminem.  
  
14.  
  
  
PETER  
I guess you're right.  
  
STACEY  
She is right.  
  
Peter looks over as George Stacey takes the seat next to him.  
He looks at the Daily Bugle.  
  
PETER  
What's your take on this? I know  
most police officers don't trust  
Spider Man.  
  
STACEY  
Well, Spider Man has saved my life  
more than once. And he's helped us  
catch guys we never would have been  
able to otherwise. I just can't see  
him as the villian JJJ makes him  
out to be.  
  
MARY JANE  
There, you see. Your pictures don't  
ruin Spider Man's reputation.  
  
Mary Jane slides a cup of coffee in front of Stacey. He  
accepts it.  
  
MARY JANE  
Anything to eat, Captain?  
  
STACEY  
How about a cheeseburger. I'm  
trying to stay hip to all you  
youngsters.  
  
Mary Jane laughs as she makes out the ticket and places the  
order.  
  
STACEY  
Would you like something? My treat.  
  
Peter shakes his head.  
  
PETER  
Nah. Just thirsty.  
  
15.  
  
  
STACEY  
You know, this does make me kind of  
mad. He saved Gwen. Oh well. What  
can you do? If I take it court,  
Jonah will just get some high  
powered attorney and I'll nevert  
see a dime.  
  
PETER  
That's the truth.  
  
Gwen walks in and sits next to Peter.  
  
GWEN  
Hi guys.  
  
PETER  
Hey Gwen.  
  
MARY JANE  
Hi.  
  
STACEY  
Hello honey.  
  
PETER  
What are you up too?  
  
GWEN  
Steaming over the Daily Bugle cover.  
  
PETER  
Join the club.  
  
That's when Ben walks in. He walks up the group.  
  
BEN  
(to Mary Jane)  
Where do I find the boss?  
  
MARY JANE  
In the back.  
  
BEN  
Thanks.  
  
He catches Gwen's eye and then walks around the counter and  
through the doors into the kitchen.  
  
GWEN  
Who's that?  
  
16.  
  
  
MARY JANE  
That's the new guy. Says his name's  
Ben Reilly. Part bus boy part fry  
cook from what I hear.  
  
SPIDER SENSE! A semi truck going out of control!  
  
PETER  
Excuse me. I need to use the rest  
room.  
  
He leaves.  
  
EXT. STREETS OF NEW YORK - DAY  
  
Spider Man webslings toward the speeding truck. The semi  
barrels down the road, swerving dangerously, threatening to  
tip with each swerve. Cars quickly move out of the way,  
honking, slamming into each other, and light poles. The semi  
takes out a parked car. Other parked cars get nailed, and  
are either wrecked or completely totalled.  
  
People dive out of the way and seek shelter inside buildings.  
  
Spider Man swings for the truck cab and lands on the roll  
bar. He yanks the door open. The driver is unconscious at  
the wheel. Spider Man checks his pulse and his vitals.  
  
SPIDER MAN  
He's had a heart attack!  
  
Spider Man gently shoves the driver over and takes the  
controls. He jams on the breaks, and releases the air breaks.  
The breaks lock and the truck skids, heading straight for  
the building across from the Moondance.  
  
INT. MOONDANCE  
  
Everyone crowds around the windows.  
  
GWEN  
What's happening?!  
  
MARY JANE  
I don't know.  
  
STACEY  
I do.  
(grabs his radio)  
Dispatch, this is Captain Stacey.  
I'm gonna need a medical team out  
here.  
  
17.  
  
  
EXT. STREETS OF NEW YORK - DAY  
  
The truck speeds toward the building.  
  
INT. TRUCK CAB  
  
SPIDER MAN  
It's not gonna stop in time!  
  
He throws down some webbing to keep the break depressed. He  
climbs out.  
  
EXT. STREETS OF NEW YORK - TRUCK - DAY  
  
Spider Man climbs on the trailor, crawling toward the rear.  
He reaches the rear of the truck and sends a web line out.  
It splashes against the side of a nearby building. He sticks  
the other end to the rear of the truck.  
  
SPIDER MAN  
Please hold. Please hold. Please  
hold.  
  
Spider Man crawls back to the cab, grabs the driver, and  
leaps. They land on the sidewalk, Spider Man taking most of  
the impact.  
  
The webline snaps taut, the semi jerks to a stop, the  
trailor slamming into the back, breaking the rear windshield.  
  
Spider Man lays the driver down on the concrete.  
  
An ambulance speeds onto the scene and paramedics leap out.  
  
PARAMEDIC  
Thanks Spider Man. We'll take it  
from here.  
  
Spider Man salutes.  
  
SPIDER MAN  
Just doin' my job.  
  
He webslings off.  
  
Looking out the window of the Moondance is Ben Reilly, a  
look of total hatred on his face.  
  
EXT. STREETS OF NEW YORK - NEXT DAY  
  
Peter's walking down the street, hands in his pockets,  
whistling. He passes a newsstand with the latest edition of  
the Daily Bugle. Peter stops and picks it up. The front page  
has a photo of Spider Man at the wheel, the driver beside him.  
  
18.  
  
  
The headline reads: "Spider Man Causes Truck Accident!"  
  
The byline: "Driver Barely Stops In Time."  
  
PETER  
One of these days Jonah, I'm gonna  
break my foot off in that money  
grubbing ass of yours.  
  
He walks on. Ben Reilly walks up to the newsstand. He  
watches Peter walk off.  
  
EXT. ESU CAMPUS - DAY  
  
Peter traverses the ground of the ESU campus toward the  
science building. He spots Mary Jane.  
  
PETER  
Hey MJ! Wait up!  
  
Mary Jane stops and turns around, waiting. Peter catches up.  
  
PETER  
What's up?  
  
MARY JANE  
Not much, you?  
  
PETER  
Jonah, again.  
  
MARY JANE  
What this time?  
  
PETER  
Spider Man causes truck accident.  
  
MARY JANE  
Geez. Speaking of Spider Man, did  
you catch the latest in his string  
of rescues?  
  
PETER  
No. I was in the bathroom.  
  
Mary Jane eyes him.  
  
MARY JANE  
You know, if I didn't know any  
better, I'd think you are Spider Man.  
  
Peter looks at her in surprise.  
  
19.  
  
  
PETER  
Me? I wish I was Spider Man. He  
actually looks good in tights.  
  
Mary Jane and Peter laugh. They reach the Performing Arts  
building.  
  
MARY JANE  
Well, I'll see ya.  
  
PETER  
Bye.  
  
Peter enters his building. Ben watches. He starts to follow  
when he runs into Gwen, causing her to drop her books.  
  
BEN  
Oh God, I'm sorry.  
  
He bends down to help her pick everything up. Their hands  
touch when they both reach her binder at the same time. She  
looks at him.  
  
GWEN  
You're the guy from the Moondance.  
  
BEN  
Ben Reilly.  
  
GWEN  
Gwen Stacey.  
(beat)  
Are you in Professor Warren's class?  
  
Ben nods, completely smitten.  
  
BEN  
Can I walk you.  
  
GWEN  
Sure.  
  
CUT TO:  
  
INT. FISK'S OFFICE  
  
Ben is lounging in front of Fisk's desk. Fisk is standing,  
reading a newspaper. He turns to Ben.  
  
FISK  
I have the perfect place for you to  
reveal yourself to Spider Man.  
  
20.  
  
  
BEN  
Really? When.  
  
FISK  
Here.  
  
He throws down the newspaper. It's turned to a page with a  
headline: "NYPD CELEBRATES CAPTAIN GEORGE STACEY ON 40 YEARS  
OF SERVICE"  
  
FISK  
Kill Captain Stacey.  
  
BEN  
Or attempt to kill, anyway.  
  
FISK  
Have fun.  
  
CUT TO:  
  
EXT. STACEY HOUSE - DRIVEWAY - DAY  
  
Ben and Gwen pull up on Ben's motorcycle. He parks, kicks  
down the kickstand and shuts off the bike. He climbs off,  
removing his helmet and placing it on the handlebars. Taking  
Gwen's, he puts it on the other bar.  
  
BEN  
I'm not so sure about this.  
  
GWEN  
Oh come on Ben. My dad will love  
you. You have to meet him sooner or  
later.  
  
BEN  
You're right, but...  
  
GWEN  
Come on.  
  
She drags him toward the front door.  
  
INT. STACEY HOUSE - CONTINUOUS  
  
Gwen pulls Ben through the door.  
  
GWEN  
Dad, we're here!  
  
They walk into the living room where Stacey is sitting on  
the couch reading the newspaper. He looks up.  
  
21.  
  
  
STACEY  
Oh, hi there.  
  
He folds the newspaper, placing it on the coffee table. He  
crossed to Ben and shakes his hand.  
  
STACEY  
You must be Ben. I've heard a lot  
about you.  
  
Ben blushes.  
  
BEN  
Really?  
  
STACEY  
You're the kid from the diner,  
aren't you?  
  
BEN  
Uh huh. First week.  
  
STACEY  
How do you like it?  
  
BEN  
Love it.  
  
Stacey gestures.  
  
STACEY  
Have a seat.  
  
Ben and Gwen sink down on the couch. Ben puts his arm around  
her. Stacey sits in a chair.  
  
BEN  
Thank you.  
  
STACEY  
So, tell me about yourself. Where're  
you from?  
  
BEN  
I'm from the midwest. St. Louis,  
more specifically.  
  
STACEY  
Really? Do you live with your  
parents?  
  
Ben's face, for a split second, goes from happy and  
talkative, to dark and pained, evil. Just a fast, it becomes  
his happy, talkative face again.  
  
22.  
  
  
BEN  
No. My parents are dead. I live  
alone.  
  
STACEY  
Oh.  
  
GWEN  
Your parents are dead?  
  
STACEY  
(to Ben)  
You never told her?  
  
BEN  
It never came up. I've never even  
shown her where I live.  
  
STACEY  
I never meant to bring up such  
painful memories.  
  
BEN  
No problem. It's not like we have a  
Spider Man.  
  
Ben looks at his watch.  
  
BEN  
Ah. I'm gonna be late for work.  
  
He stands. Gwen and Stacey follow suit. Ben shakes Stacey's  
hand.  
  
STACEY  
It was nice meeting you.  
  
BEN  
You too.  
(to Gwen)  
I'll see you later.  
  
EXT. STACEY HOUSE - DRIVEWAY - DAY  
  
Ben hands Gwen's helmet to her.  
  
BEN  
Hold onto this.  
  
GWEN  
I will. Ben, the NYPD is throwing a  
party for my dad, I'd like you to  
come.  
  
23.  
  
  
BEN  
Sure. What's it for?  
  
GWEN  
Forty years on the force.  
  
Ben whistles.  
  
BEN  
I'll be there.  
  
INT. J. JONAH JAMESON'S OFFICE - DAY  
  
Peter knocks on the doorjamb. Jonah looks up from his work.  
  
JONAH  
Ah, Parker. Glad to see you. Have a  
seat.  
  
Peter walks in and takes a seat.  
  
PETER  
You wanted to see me?  
  
JONAH  
NYPD is throwing a bash for Captain  
George Stacey. Forty years. I got  
my invite, and I need a good  
photographer. You.  
  
PETER  
Why me?  
  
JONAH  
Because you're damn good Parker,  
damn good. And just in case Spider  
Man shows up. The rest of these  
yahoos couldn't snap a decent  
picture of the webhead if I payed  
them too, and I do!  
  
PETER  
I'd be honored, Mr. Jameson.  
  
JONAH  
Good. Be ready at eight.  
  
Peter stands and walks out.  
  
CUT TO:  
  
24.  
  
  
EXT. CLASSY HOTEL - NIGHT  
  
Spotlights, cars being valet parked, people in evening gowns  
and tuxedos walking in.  
  
Gwen, dressed in a lovely silk gown walks arm in arm with  
Ben. Mary Jane and Peter, both dressed in their finest, walk  
over.  
  
PETER  
Hey you two.  
  
BEN  
Pete, looking sharp.  
  
PETER  
Thank you.  
(to Gwen)  
You don't look too bad either.  
  
BEN  
Neither does Mary Jane.  
  
The girls blush.  
  
BEN  
If I wasn't with Gwen, I might just  
try to steal her from you.  
  
PETER  
Likewise.  
  
MARY JANE  
Are we going to stand out here all  
night, or are we going to go in?  
  
GWEN  
Yeah.  
  
PETER  
This way.  
  
INT. CLASSY HOTEL - BALLROOM  
  
People dance, a DJ plays the songs, a rather impressive  
refreshment bar against a wall. A huge chandelior hangs from  
the ceiling, high above the party goers.  
  
Peter, Mary Jane, Gwen, and Ben find a table.  
  
PETER  
Where's the Captain?  
  
25.  
  
  
GWEN  
He came in a limo. I decided to  
ride with Ben.  
  
BEN  
I can still see the valet trying to  
figure out my motorcycle.  
  
A rather large man, dressed in the absolute best money can  
buy, drifts by the table. Him and Ben make eye contact.  
  
MARY JANE  
Isn't that Wilson Fisk?  
  
Peter turns. He nods.  
  
PETER  
I think so.  
  
Fisk heads toward Jonah. Peter stands.  
  
PETER  
Well, duty calls. I'll be back.  
  
Peter wades out into the crowd.  
  
FISK  
Mister Jameson, how are you?  
  
JONAH  
Just perfect, Mister Fisk. You look  
great.  
  
FISK  
I could say the same.  
  
Peter appears, camera at the ready.  
  
FISK  
Ah, a photo op.  
  
PETER  
Say cheese.  
  
Fisk and Jonah pose. Peter snaps the picture.  
  
JONAH  
Mister Fisk, I'd like to introduce  
you to my best Spider Man  
photographer: Peter Parker.  
  
FISK  
So you are the one who shoots  
Spider Man's best side.  
  
26.  
  
  
Fisk holds out his massive hand. Peter shakes it, his hand  
disappearing in Fisk's massive fist.  
  
PETER  
It's a pleasure sir. I knew the  
late Norman Osborn.  
  
FISK  
A pity that Spider Man killed him.  
I hear Harry isn't holding up too  
well.  
  
PETER  
He checked himself into a mental  
ward for a year. He's really  
depressed.  
  
At the table, the group watches Peter talk with Wilson Fisk.  
  
MARY JANE  
I wonder what they're talking about.  
  
GWEN  
I don't know, but Fisk seems  
friendly enough.  
  
BEN  
Yeah. He does.  
  
Fisk glances over. He and Ben make eye contact. Ben stands.  
  
BEN  
If you'll excuse me.  
  
GWEN  
Where are you going?  
  
BEN  
To make sure the valet parked my  
motorcycle without killing himself.  
  
Mary Jane and Gwen laugh.  
  
BEN  
Be back love.  
  
GWEN  
Bye.  
  
They kiss and he's off.  
  
In the crowd, George Stacey finds his way over to the group.  
  
27.  
  
  
STACEY  
Why hello Jonah. I didn't expect to  
see you here.  
  
JONAH  
And miss my chance to score some  
dough off all this? Never.  
  
STACEY  
(laughs)  
Sounds like the J. Jonah Jameson I  
know.  
(to Fisk)  
Hello Mister Fisk. It's a pleasure  
to meet the man who donated so much  
to the NYPD and to local charities.  
  
FISK  
Forgive me, but those seem  
inconsequential when compared to  
your forty years of service.  
  
STACEY  
It's nothing a dedicated man  
wouldn't do.  
  
SCARLET SPIDER (OS)  
Would you die for your dedicated  
cause, Captain?  
  
Everyone looks up. Scarlet Spider is sitting on the  
chandelier.  
  
SCARLET SPIDER  
Happy forty years, Captain. I hope  
you enjoyed them all.  
  
Peter runs off through the crowd.  
  
JONAH  
Who the hell is that?!  
  
SCARLET SPIDER  
Scarlet Spider, at your service.  
  
JONAH  
Parker, are you..  
(noticing Peter's  
gone; looks around)  
Dammit! Where did he go?!  
  
Spider Man crawls on the ceiling toward the chandelier.  
  
28.  
  
  
SPIDER MAN  
Didn't anyone ever tell you it's  
not nice to crash a party.  
  
SCARLET SPIDER  
Ah, there you are.  
  
SPIDER MAN  
What do you want?  
  
SCARLET SPIDER  
You.  
  
He leaps to the floor. Spider Man follows.  
  
SPIDER MAN  
Why?  
  
SCARLET SPIDER  
Why not.  
  
Scarlet Spider kicks Spider Man in the gut and chucks him  
into the tables. He slams into a chair and rolls, coming up  
and on top of a table. Scarlet Spider leaps up, grabbing the  
chandelier and then diving onto Spider Man. They break  
through the table.  
  
People scatter, backing away from the two battling  
superheroes. Spider Man hits Scarlet Spider with a chair,  
the wooden chair breaking over his head. Scarlet Spider  
stumbles backward and grabs a glass of champange, bring it  
over Spider Man's head with little effect. He ducks a punch,  
dives under a kick, and comes up, roundhouse kicking Spider  
Man in the head.  
  
Spider Man falls, sweeping a leg out and tripping Scarlet  
Spider. He falls. The two scramble to their feet.  
  
JONAH  
I knew it! I knew you would crash  
the party!  
  
Scarlet Spider and Spider Man look at Jonah. They both web  
his mouth.  
  
SCARLET SPIDER/SPIDER MAN  
Shut up!  
  
They continue their fight. Spider Man picks up another chair  
which is blocked by a table from the Scarlet Spider. He  
slams the table on Spider Man, breaking it in half. Spider  
Man leaps out. Scarlet Spider webs to the ceiling. Spider  
Man follows. They land on the chandelier.  
  
29.  
  
  
Spider Man and the Scarlet Spider trade quick punches. The  
chandelier begins to come out of the ceiling, the screws  
popping out.  
  
George Stacey is standing next to Gwen, Mary Jane, and Fisk,  
watching. Stacey has his gun out and trying to get a good  
shot.  
  
GWEN  
Which one are you going to shoot?  
  
STACEY  
The red one.  
  
MARY JANE  
There are two red ones.  
  
STACEY  
The red one in the shirt.  
  
Another screw falls, landing next to Fisk. He steps to the  
side.  
  
Spider Man knocks Scarlet Spider off the chandelier. He hits  
the ground hard. Spider Man leaps, landing two knees in  
Scarlet Spider's chest. The chandelier cracks.  
  
Both fighters look up.  
  
SPIDER MAN  
Uh oh.  
  
Scarlet Spider scrambles to his feet. Spider Man webs his  
feet, sending the Scarlet Spider flying. He collides with  
Stacey and Gwen. They roll out of the way. Spider Man knocks  
Mary Jane out of the way just as the chandelier falls. It  
shatters.  
  
Scarlet Spider stands.  
  
SCARLET SPIDER  
Time to make my exit!  
  
He quickly webs away. Spider Man follows.  
  
EXT. CLASSY HOTEL - NIGHT  
  
Spider Man exits. Scarlet Spider is nowhere to be found.  
  
INT. CLASSY HOTEL - BALLROOM  
  
Gwen, Stacey, and Mary Jane lift themselves up.  
  
30.  
  
  
STACEY  
Gwen! Are you okay?  
  
GWEN  
I'm fine Daddy.  
(to Mary Jane)  
MJ?  
  
MARY JANE  
Same here.  
  
Peter pushes his way through the crowd.  
  
PETER  
You guys okay?  
  
Ben runs over. He grabs Gwen in a fierce embrace.  
  
BEN  
What happened?  
  
GWEN  
The Scarlet Spider, whoever he is,  
attacked Spider Man. They knocked  
the chandelier down.  
  
BEN  
Are you alright?  
  
GWEN  
Yes.  
  
Jonah walks over, ripping the webbing off, slowly, but surely.  
  
JONAH  
(gagged)  
Where were you?  
  
PETER  
Taking pictures.  
  
CUT TO:  
  
EXT. NEWSTAND - NEXT DAY  
  
Peter, Ben, Gwen, and Mary Jane pick up the newest edition  
of the Daily Bugle.  
  
Headline: "SPIDER MAN BUSTS UP FORTY YEAR ANNIVERSERY!" with  
a photo of Spider Man and the Scarlet Spider.  
  
PETER  
Jeez. When will enough be enough.  
  
31.  
  
  
GWEN  
It wasn't Spider Man's fault.  
Scarlet Spider took the fight to  
the chandelier.  
  
BEN  
How's George taking it?  
  
GWEN  
He said it was the best party he'd  
ever been too because he got real  
close to Spider Man.  
  
Ben glances at his watch.  
  
BEN  
Well, Moondance calls. I have to  
close tonight.  
  
MARY JANE  
Me too.  
  
They head off.  
  
CUT TO:  
  
INT. MOONDANCE - NIGHT  
  
Ben and Mary Jane are the only two there. The lights are  
dimmed, the doors locked. The chairs are put up on the  
tables. Ben mops the floors while Mary Jane wipes down the  
counter.  
  
BEN  
You really like Peter, don't you?  
  
MARY JANE  
(blushing)  
Yes. We both do. How did you know?  
  
BEN  
You two are almost always together  
and you act so comfortable around  
each other. How long have you been  
dating?  
  
MARY JANE  
For some reason Peter said he  
wouldn't be good for me.  
(shrugs)  
I'm trying though.  
  
Ben laughs.  
  
32.  
  
  
BEN  
Well, keep it up. I'm sure you'll  
get him.  
  
The front doors suddenly explode inward, showering glass at  
the two. Mary Jane screams and ducks behind the counter. Ben  
follows. Four men dressed in black, wearing Nightvision  
goggles walk in. One points at the counter. The other three  
move forward. They duck behind it and two emerge dragging  
Mary Jane.  
  
The other drags Ben into the back. There's a sound of a  
fight and a crash, and the man in black walks out.  
  
MARY JANE  
Ben!  
(to man in black leader)  
If this is a robbery, the manager  
already made the bank deposit.  
  
The leader shakes his head.  
  
LEADER  
Oh no, Mary Jane. We want more than  
money. We want you.  
  
The leader grabs her chin.  
  
Mary Jane struggles, trying to squirm away but her captures'  
grips tighten.  
  
MARY JANE  
Please don't.  
  
The Scarlet Spider steps in front of her.  
  
SCARLET SPIDER  
Don't worry Mary Jane. You aren't  
going to be hurt. Yet.  
  
With that, one of the goons james a needle into her neck and  
injects a sedative. She falls into a deep sleep immediety.  
Scarlet Spider hefts her into a fireman's carry.  
  
SCARLET SPIDER  
Let's go.  
  
INT. CONCRETE ROOM  
  
Mary Jane comes too strapped to a metal table, her arms and  
legs held down with metal cuffs. The room she's in is  
completely concrete, no identifying features at all. Only a  
door in and out.  
  
33.  
  
  
As her eyes focus, she sees the Scarlet Spider leaning over  
her. She screams and fights, but to no avail.  
  
SCARLET SPIDER  
"Welcome to my parlor," said the  
spider to the fly.  
(leans in close)  
I never did like that movie too much.  
  
MARY JANE  
Oh god, not you!  
  
SCARLET SPIDER  
Yes me. Your friendly neighborhood  
Spider Man.  
  
MARY JANE  
No way in hell! Spider Man doesn't  
wear completely red!  
  
SCARLET SPIDER  
Fine! Then I'm your not-so-friendly  
neighborhood Scarlet Spider. Better?  
  
He pulls up a metal stool and sits next to the table. He  
puts his elbows on it.  
  
SCARLET SPIDER  
So how are we feeling?  
  
MARY JANE  
Like I'm laying on a friggin metal  
table.  
  
SCARLET SPIDER  
Good. Now, I have only one question:  
Who is Spider Man?  
  
MARY JANE  
I don't know.  
  
SCARLET SPIDER  
Well I think you do. And we'll find  
out.  
  
He pulls a tray full of equipment up toward the table. He  
picks up a remote and hits a button.  
  
SCARLET SPIDER  
Smile. You're on Candid Camera! And  
today we're going to find who  
Spider Man really is! Either way,  
we give Spider Man something to  
enjoy.  
  
34.  
  
  
He picks up a syringe, and injects something into her veins.  
  
SCARLET SPIDER  
Does that make your blood boil?  
  
Mary Jane begins to convulse, her spasms getting worse. She  
breaks one of the restraints on her legs and screams.  
  
INT. FISK'S OFFICE  
  
Scarlet Spider walks into Wilson Fisk's office, shaking his  
head. Scarlet Spider traverses the length of red carpet and  
plops in a chair in front of Fisk's desk.  
  
FISK  
How did it go?  
  
SCARLET SPIDER  
She either really doesn't know or  
she refuses to tell me. I do have  
an idea though.  
  
FISK  
Really? Let's hear it.  
  
SCARLET SPIDER  
Well, I taped the torture session  
today. I figure we stage a  
disturbance, cause a crime. When  
Spider Man shows up, we'll leave  
the tape for him to find. A few  
hours later, if Spider Man doesn't  
show his masked face, we'll release  
it to the media. And we'll keep  
making them and sending them to  
Spider Man until he decides he's  
had enough. It'll work. And besides,  
it's fun.  
  
INT. BANK  
  
Three masked and armed men hold bank tellers hostage as  
another fills a bag full of money.  
  
ROBBER #1  
Come on! Come on! We haven't got  
all day!  
  
The bank teller finishes.  
  
ROBBER #1  
Okay, let's go!  
  
They turn and run into Spider Man. 


	2. Chapter 2

35.  
  
  
SPIDER MAN  
If you wish to make a withdrawl,  
please do it during normal banking  
hours. They are from eight to five.  
  
Spider Man swings, knocking out one of the robbers. He  
knocks another out with a sharp side kick and elbows the  
other one into submission. He turns and looks at a teller.  
  
SPIDER MAN  
Any more?  
  
BANK TELLER  
The vault.  
  
Spider Man runs off.  
  
INT. BANK VAULT  
  
No one. Everything is in place, nothing stolen. In the  
middle of the vault is a bank guard, tied up in webbing, a  
package on his chest.  
  
Spider Man rips the webbing and frees the guard. He picks up  
the package and opens it. A tape falls out. The tape is  
labeled "Play me."  
  
INT. PETER'S BEDROOM  
  
In Peter's bedroom, he slides the tape into his VCR.  
  
It shows the scene with Scarlet Spider and Mary Jane. Peter  
watches for a few moments, then turns it off and ejects the  
tape. He shuts his eyes tight, yet tears flow. He breaks the  
tape in half.  
  
INT. PETER'S BEDROOM - DAY  
  
Peter wakes up the sound of a phone ringing. He fumbles  
around for it and finally finds. He answers.  
  
PETER  
Hello?  
  
GWEN (VO)  
Peter, did you hear about what  
happened to Mary Jane?  
  
PETER  
What?  
  
36.  
  
  
GWEN (VO)  
On the news. They say they got a  
tape from someone calling himself  
the Scarlet Spider. He was torturing  
Mary Jane!  
  
Peter closes his eyes and takes the reciever away from his  
ear.  
  
GWEN (VO)  
Peter? Peter, are you there?  
  
PETER  
I caused this.  
  
EXT. ESU CAMPUS - DAY  
  
As Peter walks across the ESU campus, he spots Ben and Gwen,  
hand in hand. He tries to avoid them, but to no avail.  
  
BEN  
Hey Pete!  
  
GWEN  
Peter!  
  
Peter turns.  
  
PETER  
Hey guys.  
  
GWEN  
Peter, you look ill. Are you  
feeling okay?  
  
Peter just nods.  
  
BEN  
It's probably what was on the news  
last night. It's a bitch what that  
Scarlet Spider is doing to Mary  
Jane. Who is the Scarlet Spider  
anyway?  
  
PETER  
I don't know.  
  
He walks off, Ben and Gwen looking after him in concern.  
When he's far out of their hearing range he mutters:  
  
PETER  
But I plan to find out.  
  
37.  
  
  
INT. J. JONAH JAMESON'S OFFICE  
  
Peter walks into Jonah's office and taps on the door. Jonah  
looks up.  
  
PETER  
You wanted to see me?  
  
JONAH  
Ah, Parker. Yeah I wanted to see  
you. Sit down.  
  
Peter obeys.  
  
JONAH  
You're the best person I got for  
taking pictures of Spider Man.  
Hopefully you'll be able to turn  
that trait into taking pictures of  
this new Scarlet Spider. He's worse  
than Spider Man!  
  
Peter's eyes widen in surprise.  
  
PETER  
Worse than Spider Man?  
  
JONAH  
All Spider Man does is swing around  
causing crimes, not kidnapping and  
torturing some innocent victim!  
  
PETER  
I'll get the photos Mr. Jameson.  
  
JONAH  
Good boy Parker.  
  
INT. FISK'S OFFICE  
  
Ben is sitting in one of the chairs in front of Fisk's desk.  
  
FISK  
No responce from your tape yet.  
  
BEN  
Well then I'll make another one.  
But this time we'll hold off the  
press release this time. I want to  
go one on one with Spider Man. And  
I have a vague idea of who he is.  
  
FISK  
Really?  
  
38.  
  
  
BEN  
Really. Let me try this out first.  
Then we release it.  
  
EXT. STREETS OF NEW YORK - DAY  
  
Peter is walking down a street, deep in thought, completely  
out of it.  
  
PETER  
All my fault. I need to find this  
guy. Reveal myself to him. Something!  
  
He walks passed a convience store when a masked man runs out  
of it, carrying a gun and a bag of money. He hightails it  
passed Peter.  
  
The store clerk runs out.  
  
CLERK  
Police! Police! I've been robbed!  
  
Peter looks up and quickly webs the feet out from under the  
robber. He ducks into a nearby alley and dumps his clothes  
behind a dumpster. Spider Man webslings out of the alley and  
crash lands on the crook.  
  
SPIDER MAN  
You know, they're called convience  
stores for a reason. I guess people  
like you thought it would be  
convient to rob the store!  
  
Spider Man proceeds to web him up.  
  
A pair of feet slam into his back, sending him flying into a  
nearby parked car. Spider Man grabs his head.  
  
SPIDER MAN  
Ooh. Anybody get the number of that  
truck?  
  
SCARLET SPIDER  
Hello Spider Man.  
  
Spider Man stares angrily at Scarlet Spider.  
  
SPIDER MAN  
So, we finally meet.  
  
SCARLET SPIDER  
How ya doin'? Names Scarlet Spider.  
  
39.  
  
  
SPIDER MAN  
Where's Mary Jane?!  
  
Scarlet Spider shrugs.  
  
SCARLET SPIDER  
That's for me to know and you to  
find out.  
  
Spider Man rushes Scarlet Spider, tackling him and pummeling  
him in his masked face with hard fists.  
  
SPIDER MAN  
Than I'll make you tell me!  
  
Scarlet Spider kicks Spider Man off and into a wall. Spider  
Man leaps to his feet and rushes Scarlet Spider again.  
Calmly, Scarlet Spider grabs Spider Man and flips into over  
his head. Spider Man lands on his feet.  
  
SCARLET SPIDER  
You're good.  
  
SPIDER MAN  
Where is she?!  
  
Police cruisers speed into the area, creating a perimeter  
with their cars. Spider Man and Scarlet Spider now have a  
square in which they fight. Fists fly as both Scarlet Spider  
and Spider Man lay in to one another. Punches, blocks, kicks.  
Spider Man scores a well placed kick to the groin. Scarlet  
Spider doubles over. Spider Man falls into the splits and  
uppercuts Scarlet Spider. He falls on his back, Spider Man  
leaps on.  
  
SPIDER MAN  
Tell me! Or I swear to God..  
  
SCARLET SPIDER  
You shouldn't. It's not nice to use  
the Lord's name in vain.  
  
Scarlet Spider kicks him off.  
  
Police get out of their cruisers, including Captain Stacey.  
  
OFFICER  
What do we do sir?  
  
STACEY  
Let Spider Man kick the shit out of  
the Scarlet Spider. Then arrest  
Scarlet Spider.  
  
40.  
  
  
OFFICER  
Sounds good to me sir. Mind if I  
call for some popcorn?  
  
STACEY  
Go for it.  
  
A crowd of onlookers have gathered to watch the two Spider  
Men fight. Scarlet Spider leaps off a building, delivering a  
wicked kick to Spider Man's face. Spider Man rolls backward  
to his feet and springs off a nearby police car, using  
himself as a human battering ram.  
  
Gwen Stacey pushes her way through the crowd to watch,  
isolating herself near the cop cars.  
  
Spider Man trips Scarlet Spider and jumps on top of him.  
Scarlet Spider takes aim with his webbing but Spider Man  
grabs his wrists, forcing them back. He misfires, his  
webbing slamming into the wall of building. He kicks Spider  
Man off and leaps to his feet, yanking the webbing, breaking  
off a large chunk of the wall. The chunk falls straight  
toward the onlookers. They run, knocking Gwen over.  
  
STACEY  
Gwen!  
  
Scarlet Spider looks over.  
  
SCARLET SPIDER  
Gwen!  
  
He leaps to his feet, Spider Man forgotten. He races for  
Gwen, the chunk falling fast. He leaps, knocking Gwen out of  
the way. They roll, the chunk smashing the cop car and  
hitting the concrete, with no one underneath.  
  
Gwen screams and starts hitting the Scarlet Spider.  
  
GWEN  
Let go of me! Put me down! I hate  
you!  
  
Scarlet Spider sets her down. Captain Stacey rushes over and  
aims his gun.  
  
STACEY  
Freeze asshole. You may've saved my  
daughter, but you're still under  
arrest.  
  
SCARLET SPIDER  
Stick it up yours, Stacey.  
  
41.  
  
  
Scarlet Spider web swings off. Captain Stacey hugs his  
daughter. Spider Man walks over.  
  
SPIDER MAN  
Are you okay?  
  
GWEN  
Yes.  
(to herself)  
Something familiar about him...  
  
SPIDER MAN  
(to Captain Stacey)  
Sorry he got away, Captain.  
  
STACEY  
It's alright Spider Man. At least  
no one was hurt.  
  
SPIDER MAN  
I'll get him next time. I must be  
going now.  
  
STACEY  
Go ahead son.  
  
Spider Man webswings back into the alley. He retrieves his  
clothes, and a brown envelop falls out of the folds of his  
shirt.  
  
SPIDER MAN  
What's this?  
  
He opens it. Another tape.  
  
SPIDER MAN  
Ah sit.  
  
INT. FISK'S OFFICE  
  
Fisk is sitting behind his massive desk, Miles sitting in  
front of it. A large TV, built right into the side wall, is  
showing a live news report of the fight.  
  
ON THE SPOT REPORTER  
It seems that again Spider Man has  
caused some property damage, but  
this time no one is holding it  
against him as he confronted the  
Scarlet Spider, the same man who is  
seen torturing Mary Jane Watson in  
that extremely disturbing tape.  
(MORE)  
  
42.  
  
  
ON THE SPOT REPORTER (CONT'D)  
Eyewitness reports claim that the  
Scarlet Spider saved the life of  
Gwen Stacey, daughter of police  
captain George Stacey. It seems  
that this villain may have a soft  
spot in his heart after all.  
  
Fisk angrily turns the TV off, the wall sliding back in  
front of it. He turns to Miles.  
  
FISK  
(calmly)  
It seems our Scarlet Spider decided  
to play Spider Man today.  
  
Miles frowns.  
  
MILES  
Maybe the programming didn't work.  
Or was too weak. We did program him  
with human emotions. I guess love  
was one of them.  
  
Fisk suddenly loses it, slamming his hand down on his desk  
hard enough to make everything on it jump. Miles included.  
  
FISK  
Then maybe we should make ourselves  
a second!  
(picks up the phone)  
Get our best assassin in here at  
once!  
  
Miles leaps to his feet.  
  
MILES  
You aren't going to kill him, are  
you?!  
  
Fisk shakes his head.  
  
FISK  
I prefer the term eliminating a  
problem. Kill is such a strong word.  
  
A buzzer sounds.  
  
FISK  
Enter!  
  
The doors open and the assassin walks in. He's a large  
fellow, seemingly capable of handling any situation. He  
takes a seat next to Miles.  
  
43.  
  
  
ASSASSIN  
You have a job for me?  
  
INT. PETER'S BEDROOM  
  
Peter slips the tape into the VCR and hits play. He sits  
back, watching as the Scarlet Spider comes up first, Mary  
Jane in the background.  
  
SCARLET SPIDER (VO)  
Tape number two, Spider Man. Until  
you decide to meet on my terms, I  
will continue to send one to you,  
day after day, week after week,  
until Mary Jane is dead! Enjoy!  
  
CLOSE ON PETER  
  
As Mary Jane's screams are heard from the TV. Peter closes  
his eyes, tears flowing.  
  
PETER  
Alright. I'll do it. Even if it  
means revealing Peter Parker as  
Spider Man.  
  
INT. FISK'S OFFICE  
  
The assassin and Fisk are the only ones in it. The assassin  
is lounging as Fisk explains a few other bits of his plan.  
  
FISK  
Professor Warren would object to  
what I am about to tell you. What  
is said in this office stays in  
this office, understood?  
  
ASSASSIN  
Sure thing.  
  
FISK  
I want you to dispatch a team to  
this address.  
  
He slips a piece of paper across the desk.  
  
ASSASSIN  
This is the Stacey residence.  
  
FISK  
I want Gwen Stacey. She's the only  
thing that can make Scarlet Spider  
stop obeying me.  
  
44.  
  
  
ASSASSIN  
You got it. What about Captain  
Stacey?  
  
FISK  
Kill him, if necessary.  
  
ASSASSIN  
And if Spider Man defeats Scarlet  
Spider?  
  
FISK  
Kill him. If Scarlet Spider wins,  
kill them both.  
  
EXT. ESU CAMPUS - DAY  
  
Peter walks sullenly down the campus of ESU. He passes an  
area with tables and benches placed for the students to sit  
outdoors. Ben Reilly is sitting on the top of a picnic table.  
He looks up from his book as he spots Peter.  
  
BEN  
Hey Parker! Over here.  
  
Peter looks up, waves, and walks over.  
  
PETER  
Hey Ben.  
  
Ben shuts his book.  
  
BEN  
Something on your mind?  
  
Peter looks at him.  
  
PETER  
The whole Mary Jane thing. I'm so  
worried about her.  
  
BEN  
I'm sure Spider Man will save her.  
  
Peter speaks without thinking.  
  
PETER  
After watching those two tapes, I  
hope he does it soon.  
  
Ben's eyes widen.  
  
BEN  
How... how many tapes?  
  
45.  
  
  
PETER  
One. After watching the news play  
that one tape, he's probably mad as  
hell.  
  
BEN  
Listen Pete, I have to run. I'll be  
late for class. Talk to you later,  
okay.  
  
PETER  
Sure. Bye Ben.  
  
Ben runs off.  
  
PETER  
Wonder what that was about.  
  
EXT. HALLWAY OUTSIDE PETER'S APARTMENT - LATER  
  
Peter exits the stairwell and walks to his apartment,  
digging in his pocket for the keys. He grabs them, finds the  
apartment key, and walks toward his door.  
  
A brown envelop is webbed to his door.  
  
PETER  
Oh no.  
  
He grabs it and opens his door.  
  
INT. PETER'S APARTMENT  
  
He throws his stuff down on the the table and walks into his  
room.  
  
INT. PETER'S BEDROOM  
  
Peter rips the package open and sticks the tape in his VCR.  
He hits play and sits on his bed, dreading.  
  
The Scarlet Spider appears on the TV. He's standing on a  
ledge, facing the camera. In the background is a construction  
site.  
  
SCARLET SPIDER  
Well Spider man, it seems that I've  
finally found out who the hell you  
are. Believe it or not I grow tired  
of spilling Mary Jane's blood all  
over the floor of my torture room.  
I want this to end once and for all.  
(MORE)  
  
46.  
  
  
SCARLET SPIDER (CONT'D)  
(gestures behind him)  
Do you see this construction site  
behind me? You should recognize it.  
It's the only new building in town.  
Meet me there at five in pm today  
and I'll give you back Mary Jane.  
Or maybe I'll kill you. Be there  
Spider Man. If you aren't there by  
five, Mary Jane will die.  
  
The tape goes blank. Peter reaches over and shuts off his TV.  
He stands and ejects the tape. He crushes it.  
  
PETER  
I'm coming Scarlet Spider.  
  
He heads for his balcony.  
  
EXT. NEW YORK SKYLINE - EVENING - CONTINUOUS  
  
Spider Man swings from one web to another, quickly  
webslinging through the skys. He cuts around a building,  
narrowly avoiding a gargoyle. He swings up over a low  
building, landing on top of another, running to the edge,  
leaping, flipping, landing on a lower rooftop, running to  
the edge, and shooting up a web, swinging off.  
  
He swings toward the consctruction site.  
  
EXT. CONSCTRUCTION SITE - TOP FLOOR - CONTINUOUS  
  
Spider Man lands on the top floor. Mary Jane is lying  
unconscious in the center. Spider Man rushes to her side,  
kneeling down next to her and lifting her head. He checks  
her vitals.  
  
Scarlet Spider walks out from the shadows.  
  
SCARLET SPIDER  
She's still alive, as promised. I  
didn't think you'd show.  
  
SPIDER MAN  
You thought wrong.  
  
SCARLET SPIDER  
She's quite a screamer. I rather  
enjoyed torturing her.  
  
Spider Man stands, enraged. He gets nose to masked nose with  
the Scarlet Spider.  
  
47.  
  
  
SPIDER MAN  
Why did you do that to her?  
  
SCARLET SPIDER  
Revenge.  
  
SPIDER MAN  
What did I ever do to you?!  
  
SCARLET SPIDER  
You killed my family! You murdered  
my friends! You slaughtered my  
girlfriend! You destroyed everything  
I ever had!  
  
SPIDER MAN  
I don't know what you're talking  
about. I've never even met you  
before!  
  
SCARLET SPIDER  
Liar!  
  
Scarlet Spider throws the first punch and the fight is on.  
Spider Man rolls with it and swings back. Scarlet Spider  
ducks to the side, bring a stuff uppercut into Spider Man's  
jaw. Spider Man flies backward, landing on his back, and  
sliding toward the edge. He stops himself by webbing two  
support columns and kippups, nailing the charging Scarlet  
Spider with a headbutt. Scarlet Spider stumbles backward and  
Spider Man is on the attack. He dropkicks Scarlet Spider in  
the gut and then draps a leg over his head and forces his  
face first onto the floor. He lifts his up and slams Scarlet  
Spider down, hard. Scarlet Spider is up again and attacking.  
They exchange a rapid barrage of punches, each blocked. They  
try throwing in kicks. Scarlet Spider backflips out of the  
way.  
  
Spider Man and Scarlet Spider charge each other. They leap,  
colliding in mid air. They fall, slamming onto the floor,  
punches flying, each trying to shatter the skull of the other.  
  
Spider Man grabs Scarlet Spider lifting him above his head  
and slamming him hard onto the weaken floor. Scarlet Spider  
falls as the floor collapses, sending him through the floor  
below.  
  
Spider Man watches it all. Mary Jane teeters on the edge of  
the hole. She coughs, opening her eyes.  
  
Scarlet Spider shoves his way out of the debris pile. He  
throws two webs at Mary Jane. They attach.  
  
48.  
  
  
SPIDER MAN  
Can you save her in time Parker?  
Come on, let's play!  
  
Mary Jane's eyes widen.  
  
MARY JANE  
Parker?  
  
Spider Man notices her awake.  
  
SPIDER MAN  
Oh no.  
  
Scarlet Spider yanks. Mary Jane screams as she's pulled into  
the hole, falling toward a jagged bit of steel.  
  
SPIDER MAN  
No!  
  
He leaps down into the hole.  
  
EXT. CONSCTRUCTION SITE - TWO FLOORS DOWN  
  
Spider Man webs the floor, propelling himself faster. He  
passes Mary Jane on the way down, and webs a net above the  
jagged spike. Mary Jane hits the net and bounces. She  
settles and tries to climb out.  
  
Spider Man, meanwhile, slams full force into the Scarlet  
Spider. They tumble over the edge.  
  
EXT. NEW YORK SKYLINE - EVENING  
  
Out over the city, two weblines fire.  
  
Scarlet Spider races around a building, Spider Man doing the  
same. They pick up speed and web toward each other until  
they collide! In another show of rapid fire strikes, they  
punch and kick as they fall. Spider Man headbutts Scarlet  
Spider, sending him tumbling away.  
  
CUT TO:  
  
INT. J. JONAH JAMESON'S OFFICE  
  
Jonah is watching a news report of what's happening. It's  
showing the fight. Scarlet Spider spirals toward the ground.  
  
HOFFMAN is sitting in a chair.  
  
JONAH  
Where's Parker?  
  
49.  
  
  
HOFFMAN  
I don't know sir.  
  
Jonah blows a large cigar smoke ring.  
  
JONAH  
If I didn't know better I'd believe  
that kid is Spider Man. Well send  
Brock! I want some coverage!  
  
EXT. NEW YORK SKYLINE/STREETS - EVENING  
  
Scarlet Spider ziplines toward a nearby building. He lands,  
sticking to the side, safe. Spider Man webs over, landing  
below him.  
  
Scarlet Spider grabs Spider Man and throws him over his  
head, toward the streets. Spider Man webs into the air and  
Scarlet Spider fires a webline and follows.  
  
Spider Man finally lands on the sidewalk. Scarlet Spider  
divebombs, slamming into Spider Man. They punch, kick,  
gouge, and rip at each other. Scarlet Spider grabs Spider  
Man and throws him through a window at a McDonald's.  
  
SCARLET SPIDER  
Hey, it could happen.  
  
INT. MCDONALD'S  
  
Inside, people dive for cover behind the counter or under  
tables. Some run into the Play Place as Spider Man explodes  
through the glass. Scarlet Spider steps in through the  
broken window frame.  
  
Spider Man gets up and runs into the kitchen.  
  
SPIDER MAN  
Come and get me!  
  
Scarlet Spider walks behind the counter, throwing an evil  
glare at the employees cowering there. he steps into the  
kitchen.  
  
SCARLET SPIDER  
Come on out Spider Man.  
  
SPIDER MAN  
Sure.  
  
He leaps from the shadows, knocking Scarlet Spider against  
the deep fryer. Spider Man attacks Scarlet Spider with  
punches to the face.  
  
50.  
  
  
He tries to slam Scarlet Spider's head into the boiling  
grease but Scarlet Spider elbows him in the stomach and  
tries to do the same!  
  
Spider Man gets his arms up and webs over the opening, his  
head bouncing off the webbing and headbutting the Scarlet  
Spider again. Spider Man hits Scarlet Spider with a fry rack.  
He throws two weblines at two cartons of bread and yanks.  
The bread cartons slam into Scarlet Spider's back sending  
him against the shake machine.  
  
He throws Scarlet Spider against the metal freezer door.  
Scarlet Spider falls into the freezer. Spider Man enters and  
gets a bag of frozen French fries to the head. Spider Man  
stumbles out and back toward the counter. Scarlet Spider  
follows, holding the bag.  
  
He hits Spider Man again and then slams his head against the  
cash register. The drawer pops open and Scarlet Spider grabs  
the drawer and brings it down on Spider Man's head. Scarlet  
Spider throws Spider Man over the counter.  
  
He leaps over.  
  
Scarlet Spider pulls Spider Man to his feet and Spider Man  
elbows him in the gut. He throws him against the drink  
machine. Spider Man slams Scarlet Spider's head against it  
and shoves his head under the dispensors. He presses the  
Coke dispenser and Scarlet Spider gets a face full of Coke.  
  
SPIDER MAN  
How about a soda shower?!  
  
Scarlet Spider comes up, his mask soaked.  
  
The two engage in fist fighting again, blocking and swinging  
for dear life. They fight over toward another window. Spider  
Man goes through it. Scarlet Spider follows.  
  
EXT. STACEY HOUSE  
  
A group of men, dressed in black, sneak toward the house.  
One of them holds up a hand and takes a lock pick out of his  
belt. He picks the lock.  
  
INT. STACE HOUSE - LIVING ROOM  
  
Gwen is sitting in front of the TV, watching the Spider  
Man/Scarlet Spider special report.  
  
The men in black sneak in. They get behind Gwen, who is  
totally oblivious. They attack, grabbing her. She screams,  
fighting them off. She kicks one in the groin. He drops her.  
Gwen shakes free and runs up the stairs to her room.  
  
51.  
  
  
INT. GWEN'S ROOM - CONTINUOUS  
  
Gwen slams the door, locking it. She shoves a desk in front  
of it and grabs the phone.  
  
EXT. NEW YORK STREETS - EVENING  
  
Scarlet Spider throws Spider Man against a parked car.  
Spider Man stands and grabs the charging Scarlet Spider,  
hurling him into the streets. Spider Man follows. Spider Man  
hurls Scarlet Spider toward an oncoming car. The car squeals  
as it skids to a stop, but not before Scarlet Spider slams  
into the hood and rolls up onto the windshield, breaking  
through it.  
  
The driver flees.  
  
Spider Man leaps up onto the hood and bodyslams Scarlet  
Spider onto the roof. He stomps him.  
  
Scarlet Spider throws Spider Man off him and onto the  
concrete. He lauches himself at Spider Man with a flying  
tackle.  
  
Police cars roar onto the scene. Scarlet Spider grabs Spider  
Man and chucks him against the front of the nearest cop car.  
Spider Man's body shatters the lights. Scarlet Spider picks  
up Spider Man and throws him against the windshield. He  
climbs the cop car and slams Spider Man's head onto the  
lights, busting them out.  
  
The cars surround the fight. The police pile out, guns drawn.  
Captain Stacey included.  
  
Spider Man kicks Scarlet Spider against the hood of the car.  
He runs and leaps, somersaulting, grabbing the neck of  
Scarlet Spider and snapping it against the hood. He rolls  
forward.  
  
Captain Stacey's phone rings. He grabs it.  
  
STACEY  
Captain Stacey.  
  
GWEN (VO)  
Dad! Dad! Help! There's a bunch of  
guys here and they want me! They're  
trying to kidnap me!  
  
STACEY  
Gwen? Gwen, calm down!  
  
GWEN (VO)  
Help!!!  
  
52.  
  
  
He shuts the phone and turns to the officer next to him.  
  
STACEY  
I have go. Take over.  
  
OFFICER  
Yes sir.  
  
Stacey gets in his car and drives off.  
  
Spider Man kicks Scarlet Spider off the car. Cops stand over  
Scarlet Spider but Scarlet Spider beats them up and leaps  
onto a building.  
  
SPIDER MAN  
Not so fast!  
  
EXT. FIGHT THROUGH A SNIPER RIFLE SCOPE POV  
  
As Spider Man and the Scarlet Spider rage over a distant  
roof top.  
  
ASSASSIN (OS)  
Targets in sight. So far Scarlet  
Spider is winning.  
  
FISK (VO)  
Keep watching.  
  
ASSASSIN  
Affrimative.  
  
INT. STACEY HOUSE - CONTINUOUS  
  
George walks in, gun drawn. He sits against the doorjamb and  
then slowly creeps into the living room. The room is a mess.  
He creeps up the stairs.  
  
A man in black is waiting! He hits George with a punch and  
Stacey tumbles back down the stairs. The men in black emerge  
from Gwen's room, the girl bound and gagged. They throw her  
on the couch and go to work on Captain Stacey. They punch,  
kick, stomp. One slams a lamp on his head. They drop him  
through the coffee table.  
  
MAN IN BLACK  
We got her. Take her to Fisk's  
helicoptor. It's coming in from the  
bay.  
  
They heft Gwen, who's screaming into her gag. They exit the  
house, leaving a bruised and beaten Stacey behind.  
  
53.  
  
  
EXT. ROOFTOP - NIGHT  
  
Spider Man throws the Scarlet Spider into a vent. Scarlet  
Spider leaves a huge dent in it. Spider Man lifts him to his  
feet. He punches him hard in the face.  
  
SPIDER MAN  
That was for me!  
  
He hits him again.  
  
SPIDER MAN  
That was for Peter Parker!  
  
He gives him a double fisted uppercut. Scarlet Spider flips  
backward from the blow, landing stomach first. He doesn't  
move.  
  
EXT. FIGHT THROUGH A SNIPER RIFLE SCOPE POV  
  
ASSASSIN (OS)  
Scarlet's down.  
  
FISK (VO)  
Fire.  
  
EXT. ROOFTOP - NIGHT  
  
SPIDER MAN  
Let's see who you are.  
  
He reaches for the mask. Scarlet Spider looks up weakly.  
THUWUMP! A bullet strikes Spider Man right between the eyes.  
He falls backward, off the edge of the building.  
  
SCARLET SPIDER  
No!  
  
He rushes to the edge, looking down. Spider Man is laying  
face down on the concrete, dead.  
  
Scarlet Spider stands and angrily scans the area. A glint of  
light.  
  
SCARLET SPIDER  
There!  
  
He leaps and webswings.  
  
INT. FISK'S OFFICE  
  
Fisk is sitting at his desk, listening to the assassin.  
  
54.  
  
  
ASSASSIN (VO)  
He's spotted me! He's coming this  
way!  
  
SCARLET SPIDER (VO)  
He was my kill! Mine!  
  
The sounds of a fight.  
  
ASSASSIN (VO)  
Help me! He's going to kill me!  
  
FISK  
Oh well.  
  
He flicks off the radio and hits the speaker phone button.  
  
FISK  
Ready the 'coptor. I feel like  
going to my resort. And bring our  
two guests.  
  
EXT. ROOFTOP - NIGHT  
  
Scarlet Spider is holding the assassin over the edge. It's a  
LOOOOONNNG way down.  
  
SCARLET SPIDER  
Who sent you?!  
  
ASSASSIN  
F.. Fisk!  
  
SCARLET SPIDER  
Why?!  
  
ASSASSIN  
To kill you and Spider Man!  
  
SCARLET SPIDER  
Why?!  
  
ASSASSIN  
Because he said you were becoming  
soft because of that Gwen Stacey  
girl!  
  
SCARLET SPIDER  
What does Fisk plan on doing with  
her?  
  
55.  
  
  
ASSASSIN  
I... I don't know! All I know is is  
that he has her and that Mary Jane  
girl!  
  
SCARLET SPIDER  
Where?  
  
ASSASSIN  
Probably at his mansion resort on  
the rich part of Manhattan. By the  
bay!  
(beat)  
Please don't kill me!  
  
Scarlet Spider drags the assassin back onto the safety of  
the rooftop.  
  
ASSASSIN  
Oh thank you! Thank you!  
  
SCARLET SPIDER  
You talk too much.  
  
He jams the assassin's head against his wrist and fills the  
assassin's mouth with webbing. The assassin's screams become  
muffled and finally stop as he suffocates on the webs.  
Scarlet Spider lets his go and the assassin falls off the  
edge of the building.  
  
Scarlet Spider watches him fall and then webswings off.  
  
EXT. STACEY HOUSE - NIGHT  
  
Scarlet Spider lands on the porch. The door is hanging on  
one hinge. He pushes it open and it falls off the hinges.  
  
SCARLET SPIDER  
Dammit.  
  
He enters the house.  
  
INT. STACE HOUSE - CONTINUOUS  
  
SCARLET SPIDER  
Hello?!  
  
STACEY (OS)  
(weakly)  
Ben?  
  
Scarlet Spider follows the voice into the living room.  
  
56.  
  
  
George Stacey is lying on the floor, the living room  
ransacked. He's in the middle of the coffee table with was  
busted by his body. He's black and blue and bleeding.  
  
Stacey looks up.  
  
STACEY  
Oh no. It's you.  
  
SCARLET SPIDER  
George!  
  
Scarlet Spider rushes over and kneels next to him.  
  
SCARLET SPIDER  
Are you okay?  
  
STACEY  
They got her.  
  
SCARLET SPIDER  
I know.  
  
STACEY  
(accusatory)  
Did you have anything to do with it?  
  
SCARLET SPIDER  
No. I just found out.  
  
He reaches into a pouch on his belt and pulls out a rag. He  
dabs the blood on Stacey's forehead.  
  
STACEY  
I came home while they were trying  
to get her. They ambushed me, beat  
me up. They took her to the rich  
part of town.  
  
SCARLET SPIDER  
I know. Lie still. I'll call for an  
ambulance.  
  
STACEY  
You sound so much like Ben Reilly.  
  
SCARLET SPIDER  
I wish.  
  
Stacey grabs Scarlet Spider's wrist with suprising strength.  
  
STACEY  
Find my daughter, Scarlet Spider.  
You're my only hope.  
  
57.  
  
  
With that, he passes out. Scarlet Spider checks his vitals  
and grabs a phone. He dials 911.  
  
911 OPERATOR (VO)  
911 emergency. How may I direct  
your call?  
  
SCARLET SPIDER  
I need an ambulance fast! I'll  
leave the phone off the hook. Trace  
the call.  
  
He sets the phone down and walks toward the door. He  
webswings off.  
  
SCARLET SPIDER  
I'll find you Gwen.  
  
EXT. OSCORP ROOFTOP - NIGHT  
  
A helicoptor takes off from the top of the Oscorp building.  
The Scarlet Spider is hidden underneath. Next to the Scarlet  
Spider is a softy glowing but ignored light of a Spider  
Tracer.  
  
EXT. FISK'S MANSION - ROOF - NIGHT  
  
A large landing pad on the roof of the palatial mansion is  
illuminated by bright spot lights. The helicoptor comes in  
for a landing and the Scarlet Spider flatens himself against  
the bottom of the helicoptor.  
  
The helicoptor lands. The door slides open and three armed  
security guards come out first. They join a group of about  
twenty, each holding a stun club, or billy club. They have  
guns holstered.  
  
Fisk comes next, dragging a chained Mary Jane and Gwen.  
  
MARY JANE  
What do you need us for?  
  
FISK  
What better bait for a spider than  
two flies? With Spider Man dead, it  
will only be a matter of time  
before Scarlet Spider shows up.  
After we eliminate him, I won't  
have any more trouble from those  
two do gooders.  
  
Scarlet Spider crawls out from under the helicoptor.  
  
58.  
  
  
SCARLET SPIDER  
Think again Fisk!  
  
FISK  
Scarlet, how nice of you to join us.  
  
He turns, dragging Mary Jane and Gwen. He motions to his  
guards. They attack.  
  
Fisk drags Mary Jane and Gwen inside. The door slides shut.  
Scarlet Spider leaps into the fray, grabbing the guards'  
guns with webbing and yanking them out of their holsters and  
away. He attacks with fierce punches and kicks, spinning  
backhands, and roundhouses. A guard clubs him in the back of  
the knees, taking Scarlet Spider down on his knees. The  
guard gang up on him, swinging their billy clubs, beating  
him down. The guards with stun clubs zap Scarlet Spider,  
making him a withering mess.  
  
Another webline suddenly fires into the group, webbing three  
guards together and flinging them against the helicoptor.  
  
Spider Man drops off the guard tower and lands in the  
middle, using the element of surprise and his webs to knock  
the guard back. He cracks two skulls together, webbing one  
and flinging him into a group of guards, knocking them away.  
  
Scarlet Spider recovers enough to fire webbing, sticking  
guards to the helicoptor. He misses and one falls off the  
roof.  
  
When all the guards are defeated, Spider Man helps Scarlet  
Spider to his feet.  
  
SCARLET SPIDER  
How? I saw you get shot. I saw you  
fall!  
  
SPIDER MAN  
What? You don't have Spider Sense?  
I jerked my head to the side at the  
last second. It missed.  
  
SCARLET SPIDER  
But why make me believe you were  
dead?  
  
SPIDER MAN  
So we could bond. Let's go get Fisk.  
  
INT. FISK'S MANSION  
  
Fisk herds the two women into an elevator at the other end  
of the canvernous third floor.  
  
59.  
  
  
He hits the button and the doors slide open. He shoves them  
side.  
  
INT. ELEVATOR  
  
As the doors slide shut, Spider Man and the Scarlet Spider  
bust in through the door. Gwen and Mary Jane saw it.  
  
FISK  
Spider Man? Alive?!  
  
MARY JANE  
Yes!  
  
The elevator descends.  
  
INT. FISK'S MANSION  
  
Outside, Spider Man pries the doors open as Scarlet Spider  
defeats the final three guards with three vicious right  
hands. He jogs over.  
  
They watch the elevator go down.  
  
SCARLET SPIDER  
After you.  
  
SPIDER MAN  
No, after you. I insist.  
  
SCARLET SPIDER  
You sure?  
  
SPIDER MAN  
Positive.  
  
SCARLET SPIDER  
Okay.  
  
Scarlet Spider leaps, followed by Spider Man.  
  
INT. ELEVATOR SHAFT  
  
Spider Man and the Scarlet Spider free fall, falling directly  
toward the elevator car.  
  
INT. ELEVATOR  
  
GWEN  
What are you going to do to us?  
  
FISK  
Use you for Spider bait.  
  
60.  
  
  
The elevator stops. The doors slide open. Fisk shoves the  
girls out.  
  
INT. ELEVATOR SHAFT  
  
Scarlet Spider slams onto the top of the elevator. He leaves  
two dents where he landed. Spider Man lands next to him.  
Scarlet Spider rips off the access hatch. It's empty.  
  
SCARLET SPIDER  
Shit!  
  
He leaps inside and runs through the open doors. Spider Man  
follows.  
  
INT. FISK'S WORKOUT ROOM  
  
They find themselves in a large underground work out room  
filled with various weight equipment, massives weights on  
the bars. Gymnastics equipment: a pummel horse, uneven bars,  
trampoline. There's even mats and mirror.  
  
Gwen and Mary Jane are attached to two large spider webs  
with a clear view of the action in the corner of the room.  
  
SCARLET SPIDER  
Where are we?  
  
Fisk walks out from a back room, dressed in a karate gi.  
  
FISK  
In my workout room of course.  
  
SCARLET SPIDER  
Impressive.  
  
SPIDER MAN  
Give MJ and Gwen to us and we'll  
leave peacefully.  
  
FISK  
I'm afraid I can't do that. You  
four already know too much. If it  
got out, I'd be ruined.  
  
Scarlet Spider slaps Spider Man on the shoulder.  
  
SCARLET SPIDER  
Let's take it.  
  
SPIDER MAN  
Right!  
  
61.  
  
  
They attack, leaping on Fisk's massive shoulders, pummeling  
his bald head with punches. Fisk reaches up and grabs Spider  
Man's fist, throwing him off, against a wall. Scarlet Spider  
continues to hang on and let loose. Fisk back up, slamming  
Scarlet Spider into the mirror. The mirror explodes outward  
in little shards of glass. Scarlet Spider slumps to the floor.  
  
Spider Man grabs one of the bench press bars with the huge  
weights on it. He lifts it and runs at Fisk, swinging. Fisk  
grabs the bar and continues the swing. Spider Man lets go  
and flies into what's left of the mirror. Scarlet Spider is  
on his feet, lifting two weights. Spider Man tries to web  
Fisk's fists, but Fisk yanks, pulling Spider Man in the path  
of the two weights. They slam into him, sending him colliding  
with and going through a glass display case.  
  
Scarlet Spider leaps at Fisk, but gets swatted like a fly.  
Fisk steps on his chest. Scarlet Spider screams as Fisk's  
massive frame and immense weight all fall on his chest.  
  
Spider Man swings in with a kick to the back fo the head  
that catches Fisk by surprise. He falls forward, Scarlet  
Spider grabs his leg and trips him. Fisk hits the floor.  
  
Fisk gets back up quickly, kicking Scarlet Spider in the  
ribs before he can move. Scarlet Spider flies through the  
air and slams into the wall.  
  
Fisk reaches for Spider Man, but Spider Man rolls away from  
his grip. He backrolls behind Fisk's legs. Scarlet Spider  
charges and headbutts Fisk in his stomach. Fisk stumbles  
back, tripping over Spider. He falls like a brick, landing  
on the floor with a massive THUD!  
  
Scarlet Spider stumbles back, holding his head.  
  
Spider Man starts to web Fisk to the floor. Spider Man  
follows suit. They end up wrapping Fisk completely from head  
to toe in webbing.  
  
SPIDER MAN  
Look, the world's largest mummy.  
  
Scarlet Spider rushes to the girls, ripping away the webbing.  
  
SCARLET SPIDER  
Come on! We're getting out of here!  
  
They rush for the elevator, but Fisk begins to break out of  
his web coccoon. He breaks out his arm and grabs Spider  
Man's leg, throwing him to the floor. The others reach the  
elevator but Fisk breaks free. He grabs the fallen Spider  
Man and locks him in a gigantic bear hug.  
  
62.  
  
  
SPIDER MAN  
(can't breathe)  
Go on! Get out of here!  
  
SCARLET SPIDER  
(to MJ and Gwen)  
Stay here!  
  
FISK  
Listen Spider Man! Listen to your  
bones break!  
  
Spider Man tries to beat Fisk's head with his fist. Fisk  
doesn't flinch. Spider Man's punches get weaker and weaker.  
  
Scarlet Spider leaps on Fisk's back and gouges his eyes.  
Fisk cries out in pain and drops Spider Man. Spider Man  
rolls out of the way, breathing heavily.  
  
Scarlet Spider kicks and punches Fisk. Fisk recovers and  
grabs Scarlet Spider, hurling into and through the wall!  
  
Fisk follows Scarlet Spider. Spider Man charges after. Mary  
Jane and Gwen exchange a look and follow.  
  
EXT. UNDERGROUND CAVERN  
  
They end up in an underground cavern. It ends in an  
underground lake, with a dock and a submarine. A huge  
electric generator is against the wall..  
  
Scarlet Spider swings in from the front. Fisk prepares to  
grab him, but Spider Man kicks him in the head from behind.  
Fisk stumbles forward into Scarlet Spider's feet. They land.  
Fisk tries to grab Scarlet Spider, but he leaps out of the  
way. Spider Man kicks Fisk in the gut. He turns toward  
Spider Man and Scarlet Spider kicks him in the knee. Fisk  
falls to one knee and Spider Man leaps up and kicks him in  
the back of the head. He falls forward, straight into  
Scarlet Spider's knee, his head cracking against Scarlet  
Spider's kneecap.  
  
Fisk scrambles to his feet. Scarlet Spider leaps but Fisk  
grabs a nearby rock and turns, slamming it into the side of  
Scarlet Spider's head. He turns, nailing the oncoming Spider  
Man. Spider Man slams into the generator.  
  
The generator short circuits, overloading. It sparks and  
sends sparks into the air. The wires begin to glow as too  
much power is pumped. Above, something explodes.  
  
Scarlet Spider gets knocked over by Mary Jane and Gwen.  
  
Gwen points to the ceiling.  
  
63.  
  
  
GWEN  
Can you bring the ceiling down?  
  
SCARLET SPIDER  
I'll try.  
  
He webs a stalagtite above Fisk. Fisk starts toward Scarlet  
Spider, but Spider Man webs his legs, tripping him. Spider  
Man sends a web up too.  
  
SPIDER MAN  
On three! Three!  
  
They yank.  
  
The rocks come away from the ceiling. A huge rock slide  
occurs. Rocks fall on top of the prone Fisk. He screams.  
Dirt flies into the air. When the dirt clears, a large rock  
pile is where Fisk was.  
  
Scarlet Spider stares at the rock pile.  
  
All is silent. Then, BOOM! A larger, closer explosion.  
Spider Man turns to the machine.  
  
SPIDER MAN  
Oh crap! It's a generator! And it's  
overloading!  
  
He turns toward the others.  
  
SPIDER MAN  
This whole place is going to come  
down! Is there any way out of here?!  
  
The cavern shakes, knocking rocks loose.  
  
Mary Jane turns and points at the submarine.  
  
MARY JANE  
The sub!  
  
She hops onto the submarine and opens the hatch.  
  
INT. SUBMARINE  
  
Mary Jane's head comes down. She looks around at the large  
interior, with three seats, two behind the driver's. It's  
big enough, but not quite.  
  
EXT. UNDERGROUND CAVERN  
  
Mary Jane pulls her head back out and looks back.  
  
64.  
  
  
MARY JANE  
There's only enough room for three.  
  
Scarlet Spider turns away from the rock pile.  
  
SCARLET SPIDER  
You go. I'll stay.  
  
GWEN  
But we can't leave you. You'll die.  
  
SCARLET SPIDER  
After everything I've done... it's  
what I deserve.  
  
Spider Man grabs his arm.  
  
SPIDER MAN  
Spoken like a true hero.  
  
MARY JANE  
Will you at least tell us who you  
are?  
  
Scarlet Spider shakes his head.  
  
SCARLET SPIDER  
It will be better if you don't know.  
  
SPIDER MAN  
Fair enough.  
  
Another explosion. This time closer. The cavern shakes. Some  
of the ceiling falls into the water, creating huge splashes.  
  
SCARLET SPIDER  
Go. Time is running short.  
  
Mary Jane and Gwen pile into the sub. Spider Man is about to  
follow when Scarlet Spider calls out.  
  
SCARLET SPIDER  
Parker.  
  
Spider Man turns.  
  
SPIDER MAN  
What?  
  
SCARLET SPIDER  
Tell Mary Jane to never forgive  
me...  
(beat)  
And tell Gwen that I love her.  
  
65.  
  
  
It dawns on Spider Man who Scarlet Spider is.  
  
SPIDER MAN  
Ben?  
  
Gwen pops out of the submarine.  
  
GWEN  
Spider Man! Let's go!  
  
Spider Man races for the submarine.  
  
From behind Scarlet Spider, Wilson Fisk emerges from the  
rock pile. He's bleeding, battered, possibly broken, but  
alive.  
  
GWEN  
Scarlet! Behind you!  
  
Wilson grabs Scarlet Spider and breaks his neck. Gwen  
screams. Spider Man tries to run back, but another explosion  
sends a shower of rocks down between him and Scarlet Spider.  
  
Fisk reaches down and pulls of Scarlet Spider's mask.  
  
FISK  
I don't like traitors.  
  
Spider Man reaches the sub and looks back. He sees Ben  
Reilly, minus mask, lying at Fisk's feet.  
  
SPIDER MAN  
(to himself)  
Oh no... It was Ben!  
  
Gwen pops back up.  
  
GWEN  
What?!  
  
She sees the body of Scarlet Spider as well.  
  
GWEN  
No! We have to go back for him!  
  
Another explosion. More showering rocks. Spider Man shoves  
Gwen into the sub and jumps in himself.  
  
INT. SUBMARINE  
  
Spider Man shuts the hatch runs to the controls. He starts  
looking them over.  
  
Gwen tries to open the hatch.  
  
66.  
  
  
SPIDER MAN  
MJ, stop her.  
  
MARY JANE  
On it.  
  
She pulls Gwen to a seat behind the pilot's chair. She  
straps her in. Gwen is bawling, tears streaming.  
  
GWEN  
We have to go back! We can't leave  
Ben there!  
  
MARY JANE  
Ben?  
  
SPIDER MAN  
Scarlet Spider.  
  
MARY JANE  
Ben Reilly is the Scarlet Spider?  
  
GWEN  
We have to go back!  
  
SPIDER MAN  
He told us to leave. He sacrificed  
himself to save us. Do you want to  
make that sacrifice be in vain?  
  
Gwen shakes her head no.  
  
SPIDER MAN  
Than hold on!  
  
He hits a button. The sub dives.  
  
EXT. UNDERWATER  
  
The sub dives and shoots forward at great speed.  
  
EXT. UNDERGROUND CAVERN  
  
Fisk watches the submarine disappear. He walks over to the  
dock and hits a button on the control pad. Another submarine  
rises from the depths. Fisk opens the hatch and climbs in.  
  
FISK  
We shall meet again, Spider Man.  
  
He shuts the hatch. The submarine lauches.  
  
A final explosion rocks the cavern. Rocks fall. A huge  
fireball tears through the opening.  
  
67.  
  
  
Rocks bury the body of Ben Reilly.  
  
INT. SPIDER MAN'S SUBMARINE  
  
Gwen is curled in her seat, crying. Mary Jane has her arm  
around her. Spider Man sits at the controls.  
  
SPIDER MAN (VO)  
Making her leave behind the body of  
her loved one was as hard for her  
and it was for me to watch my Uncle  
Ben die. It seems like tragedy  
follows me and my friends wherever  
I go. I just hope that one day we  
all manage to find a little piece  
of happiness.  
  
FADE OUT.  
  
FADE IN:  
  
INT. FISK'S OFFICE  
  
Fisk is again seated behind his desk. Miles Warren cowers in  
his seat.  
  
FISK  
Reilly betrayed us.  
  
MILES  
It.. it was because he was human.  
Because of that girl, Gwen Stacey.  
  
FISK  
Well, is there anyway for you to  
save yourself.  
  
MILES  
We took a copy of Ben's DNA,  
complete with the spider powers.  
We... we can clone another Ben  
Reilly, and you can mold him as you  
wish.  
  
FISK  
Good. Get right on it. I want my  
new Spider Clone by the end of the  
year.  
  
MILES  
(relieved)  
Yes Mr. Fisk, sir.  
  
Miles gets up to leave. Fisk calls after him.  
  
68.  
  
  
FISK  
Oh, and Mr. Warren.  
  
Miles turns back around, fearful.  
  
MILES  
Yes, Mr. Fisk.  
  
FISK  
Make sure you have our fashion  
designer creates a new costume for  
our new Scarlet Spider. It's time  
that Spider Man learns not to mess  
with Wilson Fisk. 


End file.
